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SECTION 7. 9. Survival. All representations and warranties contained in or made under or in connection with this Agreement shall survive the execution,, delivery and performance of this Agreement. SECTION 7.10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Pledgor and the Secured Party and their respective personal representatives,, successors and assigns, except that the Pledgor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Party. SECTION 7.11. Continuing Agreement. This Agreement and the security interest granted hereby shall be continuing and binding on the Pledgor regardless of how long before or after the date hereof any of the Obligations were or are incurred. This Agreement and the security interest granted hereby shall terminate upon the earlier to occur of (a) full and complete payment and performance by the Pledgor of the Loan Equalization Payment required to be made under the Financing Documents,, or (b) a written determination from the Servicing Agent that no amounts are required to be paid by the Pledgor for the Loan Equalization Payment, at which time and provided there is no Event of Default under the Financing Documents at such time, the Secured Party will execute and deliver to the Pledgor (at the expense of the Pledgor) all proper Uniform Commercial Code termination statements and other releases of the Collateral prepared by the Pledgor which are reasonably requested by the Pledgor to evidence such termination, and shall execute and deliver to the Pledgor, against receipt, such of the Collateral as is still held by the Secured Party (if any) and not sold or otherwise applied by the Secured Party pursuant to the terms hereof. Any such reassignment shall be without recourse to or warranty by the Secured Party and shall be at the expense of the Pledgor. SECTION 7.12. Applicable Law. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the Laws of the State of Minnesota,, both in interpretation and performance. SECTION 7.13. DUlicate Originals and Counterparts. This Agreement may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same instrument. SECTION 7.14. Headings. Article and Section headings in this Agreement are included herein for convenience of reference only, shall not constitute a part of this Agreement for any other purpose and shall not be deemed to affect the meaning or construction of any of the provisions hereof. SECTION 7.15. Exercise of Rights of Secured Party. The Pledgor acknowledges and agrees that the Trustee and the Servicing Agent, in the exercise of their rights as Secured Party hereunder,, shall have the right to delegate, assign, transfer and set over to either party, or both, any or all of the rights, duties and obligations of the Secured Party under this Agreement, and that upon the receipt of a written notice from the Trustee or the Servicing Agent to the effect that it has delegated, assigned, transferred or set over to the other party any or all of its rights as Secured Party under this Agreement, the Pledgor shall accept notices,, consents, approvals, # 420053 011367-0283 14